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CORRESP
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Correspondence

December 13, 2011

Stephanie L. Hunsaker

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

HUNTINGTON BANCSHARES INCORPORATED HAS CLAIMED

CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER IN

ACCORDANCE WITH 17 C.F.R. §200.83

    Re:
     Huntington Bancshares Incorporated

File No. 001-34073

    •

    Form 10-K for the fiscal year ended December 31, 2010, filed February 18, 2011

    •

    Form 10-Q for the fiscal quarter ended March 31, 2011, filed April 29, 2011

    •

    Form 10-Q for the fiscal quarter ended September 30, 2011, filed October 31, 2011

Dear Ms. Hunsaker:

This letter is in response to your letter dated December 7, 2011, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, filed on February 18, 2011, our Form 10-Q for the fiscal quarter ended March 31,
2011, filed on April 29, 2011, and our Form 10-Q for the fiscal quarter ended September 30, 2011,
filed on October 31, 2011. For your convenience, we have included your comments below and have
keyed our responses accordingly. Please note, for question number eight, we converted your bullets
to letters to facilitate review of our response.

Pursuant to 17 C.F.R. §200.83, we are requesting confidential treatment for a portion of our
response below. We request that this portion, as indicated by [***], be maintained in confidence,
not be made part of any public record, and not be disclosed to any person as it contains
confidential information. In the event that the Staff receives a request for access to the
confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we
respectfully request that we be notified immediately so that we may further substantiate this
request for confidential treatment. Please address any notification of a request for access to
such information to the undersigned with a copy to General Counsel, Huntington Bancshares
Incorporated, 41 South High Street, HC1002, Columbus, OH 43215.

Form 10-K for the Fiscal Year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Provision for Income Taxes, page 48

1. Please refer to our previous comment one in our letter dated July 18, 2011. We note your
response, however it remains unclear what the reasons for repatriation were. Please expand your
discussion to provide additional specific detail regarding the repatriation and the effect on your
liquidity. In this regard, please address the following:

    •

    Provide additional detail as to how the actions taken in the second paragraph of
Exhibit A were was considered in the plan to reinvest the earnings indefinitely and the
reasons for this change.

    •

    Discuss why you changed your actions discussed in the second paragraph of Exhibit A
from those originally planned.

    •

    Discuss if the action taken in the second paragraph of Exhibit A was because other
sources of liquidity were no longer available. If so, please revise your liquidity section
to discuss the declines of these sources and any impact it may have had on your
operations.

Management’s response

Our response to this request is contained in Exhibit A.

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Table 29 — Net Loan and Lease Charge-offs, page 72

2. Please refer to our previous comment seven in our letter dated July 18, 2011. We note your
response and your revised disclosures on page 35 of your September 30, 2011 Form 10-Q. Please
address the following:

    •

    In your response, you indicate that one of the reasons for the trends in the charge-off
rates for home equity loans as compared to residential mortgages is due to higher credit
quality in the home equity portfolio as evidenced by higher FICO scores and lower LTVs
within the home equity portfolio. However, your disclosures do not seem to indicate a
significant difference in credit quality between these portfolios. For example, we note on
page 88 of your September 30, 2011 Form 10-Q that the FICO at origination and the
refreshed FICO for both home equity portfolios and residential mortgages are relatively
similar. We also note that LTVs at origination and the refreshed LTVs are relatively
similar for these portfolios. Therefore, please expand your response to provide additional
information as to the relative materiality of these items on the previously noted trends.
As part of your response, please also address why you believe the charge-off rate trends
have changed over the years, since during the periods from 2006-2008, home equity loans
had higher charge-off rates as compared to residential mortgages, but the opposite was
true beginning in 2009.

    •

    Your disclosure indicates that a greater portion of your residential mortgages are past
due as compared to the home equity loans. Please revise to disclose the reasons why you
believe a greater percentage of the residential mortgages are past due given the apparent
similarity of credit quality of the portfolios. Discuss why you believe this may be
occurring and the impact of this trend on the charge-off rates for each portfolio.

Management’s response

The performance of both our home equity and residential mortgage portfolios have been impacted
by the weakened overall economy, particularly the residential real estate market collapse beginning
in 2008. These conditions have affected the entire banking industry, with the impact to us
affected by geography, product types, and credit quality of the underlying borrowers.

Prior to 2008, the home equity portfolio was primarily second-lien loans and, as can be seen
in table 29 of our 2010 Form 10-K, the home equity portfolio consistently experienced higher
charge-off rates compared to the residential mortgage portfolio based almost entirely on the
first-lien position of the residential portfolio versus second-lien position nature of the home
equity portfolio, and the robust market for residential real estate. In the first-lien residential
mortgage product, even borrowers with weaker credit quality were supported by the consistently
increasing home prices and the numerous refinancing options available regardless of credit history.
The second-lien loans were helped by these market trends as well, but had a higher risk profile as
a result of the lien
position. The relatively low interest rate environment also made the interest-only feature of
the HELOC product affordable to more borrowers.

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When the residential real estate market began to deteriorate in 2008, the initial impact was
primarily associated with higher risk credits with higher LTVs that typically had comparatively
higher interest rates. As refinancing options became more limited, some borrowers with marginal
income stopped making payments on their residential mortgage loans. In some cases, borrowers
continued to make payments on their second-lien HELOC product in order to maintain the revolving
dollar availability. Thus, the initial adverse impact to us in 2008 was primarily in the
residential mortgage portfolio resulting from partial charge-offs associated with right-sizing loan
balances in loan modification efforts. We recognized the trend, and initiated two residential
mortgage portfolio sales in 2009 to proactively address the risk. As shown in Table 28 of the 2011
third quarter 10-Q, the residential mortgage charge-off ratio has declined each quarter since the
2010 fourth quarter. The ratio is also based on a relatively static portfolio level, indicating
that there was no growth impact in the denominator of the calculation. Over the same period, the
home equity portfolio has incurred relatively consistent levels of charge-offs, with a slightly
declining trend in the ratio as a result of some portfolio growth.

In future filings, beginning with our Form 10-K for the year-ended December 31, 2011, we will
expand our discussion within the credit risk section of our MD&A to read as follows (underlining
denotes additions to and strikeouts indicate deletions from our current disclosures):

We anticipate a return to the historical pattern of residential mortgage portfolio
charge-offs being lower than the home equity portfolio as exhibited in the second half of
2011. As we have focused on originating high-quality home equity loans, we believe that PD
risk is lower in the home equity portfolio. However, the LGD component is significantly
higher than the residential mortgage portfolio, which results in our projection for lower
credit losses in the residential mortgage portfolio relative to the home equity portfolio
going forward. Therefore, we believe the residential mortgage charge-off rate will remain
lower compared to the home equity portfolio as a result of the entire first-lien
composition of the residential mortgage portfolio, as well as the result of previous credit
actions improving the underlying quality of these portfolios.

The home equity portfolio charge-off levels are not anticipated to increase
compared to the 2010 levels as a more significant portion of the portfolio is in a
first-lien position as described in Table xx. However, the home equity portfolio will
continue to be impacted by borrowers that are seeking to refinance but are in a negative
equity position because of the second-lien loan. Right-sizing and debt forgiveness
associated with these situations are becoming more frequent as borrowers realize the impact
to their credit is minor, and that a default on a second-lien loan is not likely to cause
them to lose their home.

From a delinquency standpoint, all residential mortgage loans 150+ days past due
are charged-down to the estimated value of the collateral, less selling costs. The
remaining balance is in delinquent status until a modification can be completed, or the
loan goes through the foreclosure process. For the home equity portfolio, virtually all of
the defaults represent full charge-offs as there is no remaining equity, creating a lower
delinquency rate but a higher charge-off impact.

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Consolidated Financial Statements

25. Segment Reporting, page 199

3. Please
refer to our previous comment 21 in our letter dated July 18, 2011. We note your response,
however it is still not clear how you determined that the automobile finance business was not a
reportable segment. Your discussion on page 99 of your 2010 Form 10-K of the separate net income
for the automobile finance business and commercial real estate business appears to indicate that
there is discrete information available for this business. Please tell us in more detail what
information the segment manager provides to the chief operating decision maker when determining how
to allocate resources and for review of financial performance for the automobile finance and
commercial real estate businesses. For example, please clarify if the segment manager reports
separate information pertaining to the financial performance of the commercial real estate business
and the auto financing business to the chief operating decision maker or if the financial
information for these businesses is combined. Please also tell us whether the automobile finance
business would exceed the thresholds in ASC 280-10-50-12 if it were reported as a separate segment.

Management’s response

We do not report the automobile finance business as a separate reportable segment because
resource decisions are made and performance is assessed at the segment manager level. In this
case, the Chief Executive Officer (Huntington’s chief decision maker) reviews and allocates
resources to the segment manager using the combination of the automobile finance business and the
commercial real estate lending business. For example, we recently completed certain expense
management initiatives and the expense management goals were measured and evaluated at the segment
manager level. Additionally, the segment manager’s incentive compensation is based on the combined
results of both of these businesses. Finally, no direct report of the segment manager has complete
responsibility for the commercial real estate lending business.

We acknowledge that separate financial information is available for our automobile lending
business and our commercial real estate business. The material provided to the CEO at monthly
financial performance review meetings for this reportable segment is as follows:

    •

    A combined financial overview which includes selected balance sheet and summary income
statement balances and metrics. This combined financial overview includes granular loan
balances identifying both auto lending loans balances and various types of commercial real
estate balances. Net interest income, non-interest income and direct expense are
presented combined. Charge-off metrics are shown at a granular level.

    •

    A combined income statement.

    •

    A combined balance sheet, which includes granular loan balances identifying both auto
lending and commercial real estate balances.

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    •

    A combined margin analysis.

    •

    Two subsections of material showing financial information and metrics for automobile
lending and commercial real estate lending.

Our interpretation of ASC 280-50 is that in a situation where a chief decision maker reviews
more than one set of financial information, other factors may identify a single set of components
as constituting a public entity’s operating segments, including the nature of the business
activities of each component or the existence of managers responsible for them. We believed the
most logical presentation is one that mirrors how our chief decision maker views the organization
and allocates resources. As you noted, we may disclose the profitability of one or both of these
businesses if we believe they help the user understand the segment better. Also, throughout our
filings we disclose more granular information about both our commercial real estate lending and our
automobile lending. Granular loan level detail is available on the Consolidated Balance Sheet and
throughout the Footnotes and Management Discussion and Analysis. We believe a user of our
financial statements has access to relevant data to analyze how our commercial real estate
portfolio and our automobile lending portfolio is performing and we don’t believe separate segment
presentation adds incremental value.

We confirm that the automobile finance business would exceed the ASC 280-10-50-12 thresholds
required for separate disclosure in most periods, if it were identified as a segment. As of
December 31, 2010, March 31, June 30, and September 30, 2011, assets exceeded the 10% threshold.

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Form 10-Q for the Fiscal Quarter Ended March 31, 2011

17. Income Taxes, page 167

4. Please refer to our previous comment 24 in our letter dated July 18, 2011. We note your response
in Exhibit E. Please tell us the following:

    •

    Tell us whether any updates have occurred in the status of your discussions and
settlement offers with the IRS and Commonwealth of Kentucky.

    •

    Tell us the reasons for the decline in unrecognized tax benefits from December 31, 2010
where you reported $49.9 million in unrecognized tax benefits, to March 31, 2011 where you
reported $14.5 million in unrecognized tax benefits, to September 31, 2011 where you
reported $11.4 million in unrecognized tax benefits.

    •

    Please refer to paragraph 4 of Exhibit E of your response dated August 25, 2011. Please
clarify whether amounts relating to the IRS and Commonwealth of Kentucky proposed
adjustments were included in your unrecognized tax benefits during the period ended
December 31, 2010 or whether they were recognized because you determined they met the
criteria of ASC 740-10-25-6. If the latter is true, please tell us the factors you
considered in reaching that conclusion and discuss each taxing authori